Oregon Act definition
Examples of Oregon Act in a sentence
Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable in accordance with the provisions of Section 60.231 of the Oregon Act, and may under no circumstances be revoked.
The Merger shall have the effects set forth in this Agreement and in the relevant provisions of the Oregon Act and the DGCL.
None of Parent, Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three (3) years has been, an “interested shareholder” of the Company, in each case as defined in Section 60.825 of the Oregon Act.
Promptly upon receipt thereof and in any event at least three (3) Business Days prior to the Effective Time, the Company shall provide Parent with written notice of any written demands for appraisal or payment of the fair value of any shares of Common Stock, the withdrawal of such demands and any other related instruments served pursuant to the Oregon Act and received by the Company.
The execution and delivery of the Company Stockholder Approval by the Stockholders required to approve this Agreement and the Contemplated Transactions as soon as practicable following the execution and delivery of this Agreement will constitute the valid and effective approval by the Stockholders pursuant to and in accordance with the Oregon Act and the Company’s Organizational Documents.
The Company shall provide Parent the opportunity to reasonably participate in all negotiations and proceedings with respect to demands for appraisal under the Oregon Act.
The Company shall give Parent (i) prompt notice and copies of any demands received by the Company for appraisals of Shares, withdrawals of demands for appraisal and any other instruments served pursuant to Section 60.554 of the Oregon Act and (ii) the reasonable opportunity to participate in all negotiations and proceedings with respect to such demands.
If no such meeting is required, then within twenty (20) Business Days after the execution of this Agreement, the Company will send an information statement to the Stockholders, which shall be subject to Parent’s prior review and approval (not to be unreasonably withheld, conditioned or delayed) and shall contain, among other things, notice of the Company Stockholder Approval pursuant to Section 60.487 of the Oregon Act and notice of appraisal or dissenters’ rights under the Oregon Act.
In accordance with Section 60.554(3) of the Oregon Act, no dissenters’ rights shall be available to the holders of Shares in connection with the Merger or the other transactions contemplated by this Agreement.
Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Oregon Act, Merger Sub shall be merged with and into the Company at the Effective Time.